ACRA's enforcement approach

Accuracy and integrity of ACRA's public registers

ACRA's top concern is maintaining accurate and complete public registers.

We will investigate and take enforcement action against companies that fail to file annual returns.

We generally investigate when companies or officers fail to update changes to directors or registered office addresses

Timely and accurate financial information

ACRA investigates when companies fail to file timely and accurate financial information that meets accounting standards.

This applies especially to:

• Listed companies

• Larger private companies

The public relies on this financial information for business and investment decisions.

Fraud, false declarations, and dishonest behaviour

ACRA or relevant enforcement agencies will investigate fraud, false declarations, and other forms of dishonest behaviour that affect our:

• Public registers

• Financial information

Example: A CSP who was not paid director's fees abused their access by filing a false declaration with ACRA. The false declaration stated that someone else had consented to be a director in their place. They also backdated the filing to the date they were appointed, as if they were never a director at all. ACRA took enforcement action against this offender.

Breach of fiduciary duties

Under section 157 of the Companies Act, a director must at all times act honestly and use reasonable diligence in carrying out their duties.

ACRA is prepared to investigate and take enforcement action when:

• The breach affects the integrity or accuracy of ACRA's registers; or

• The nature of the breach is particularly serious

Extent of harm

We assess:

• Harm caused to victims

• Harm to Singapore's reputation as a financial centre

• Level of abuse by the business or the people behind it

Intent

We consider whether the breach was either:

• Deliberate

• Accidental

For certain filing errors, ACRA may simply require a correction and not pursue the matter further.

Example: You made a genuine typographical error, such as typing the wrong number for your registered office address.

Remedial action

We consider whether the offender made any of these:

• Rectification (corrected the error)

• Restitution (restored what was lost)

• Compensation (paid for damages)

Other available remedies

We consider whether the complainant has better recourse through civil action in court.

Example: A company decides not to register share transfers in favour of an investor due to contractual or commercial disputes about the circumstances.

No anonymous complaints

You must include your name and contact details. We do not accept anonymous complaints.

Not arising from personal or contractual disputes

Many alleged breaches of ACRA-administered legislation arise from disputes between private parties. As a national regulator, ACRA's resources are generally used only to investigate and enforce cases that involve public interest.

If there is no public interest, we will advise you to resolve the matter privately and to rectify the alleged breach.

Cooperative complainant

You must respond when ACRA requests clarification or additional evidence.

Quality and relevant evidence

Your complaint must be supported by evidence that contains enough details to start investigations and establish that an offence occurred.

You need to provide:

• Name of the offender

• Date the offence was committed

• Description of how the offence was committed

• Supporting documents (if applicable)

The source of the evidence must be credible and capable of being verified.

No hidden agenda or vested interest

The complainant should not have any hidden agenda or vested interest in making the complaint.

Example of a hidden agenda: Using ACRA's enforcement action to gain advantage in civil proceedings or in the management of the affected business.

No adverse records with ACRA

The complainant should not have adverse records with ACRA.

Example: The complainant is under a warrant of arrest for failing to answer an ACRA summons.